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IN 'THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AN11 FOR NE:W CASTLE COUNTY
X
RONALD SWITZER,
Plaintiff,
-- against - : Civ-il. Acti
W. ALUN CATHCART, LEONARD S.
COLEMAN, JR., ALFONSE M.
D'AMATO, MARTIN L . EDELMAN, : CLASS ACTION COMPLAINT
DEBORAH L . HARMON, STEPHEN
P. HOLMES, MICHAEL J. KENNEDY, :
MICHAEL P. MONACO, A. BARRY
RAND, F. ROBERT SALERNO, KEVIN :
M. SHEEHAN, AVIS GROUP HOLDINGS,:
INC. and CENDANT CORPORATION, :
Defendants.
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Plaintiff, by his attorneys, Rosenthal, Monhait, Gross &
Goddess,. P.A., for hi-s complaint against defendants, alleges upon
information and belief,. except for paragraph 2 hereof, which is
alleged upon knowledge, as follows:
1. Pilaintiff has been the owner of. the common stock of
Avis Group Holdings, Inc. ("Avis" or the "Company" since prior to
tha transaction here:-n c:omplained of and continualLlsly to date.
2. Avis is c~ corporation duly oryanlzed and existing
under the laws of t'ne State of Delaware. The Company is one of the
SNIPPETS:
IN 'THE COURT OF CHANCERY OF THE STATE OF DELAWARE
EDELMAN,: CLASS ACTION COMPLAINT DEBORAH L.
INC. and CENDANT CORPORATION,:
Plaintiff, by his attorneys, Rosenthal, Monhait, Gross &
P.A., for hi-s complaint against defendants, alleges upon
tha transaction here:-n c:omplained of and continualLlsly to date.
Avis is c~ corporation duly oryanlzed and existing
Barry Rand is Chairman and Chief
Financkl Officer of the Company.
Defendant Stephen P. Holmes is a Director of the
Monaco is a Director of the
puolic shareholders, whcse fiduciary duties, 5.t all times relevant
herein, required them to exercise their best judgment, and to act
l'her-e are questions of law and fact: which are common
defendants have breachcld their fiduciary and other common law
the extent to which c1as.j members are entitled to injunctive relief
and/or 'damages as a result of defendants' wrongful conduct.
Defendants have acted in a manner which affects
adjudications with respect to individual members of the Class,
all of the shares of common stock of the Company not held by
The price of $29.00 per share to be paid to the
Avis in light of its business, earnings and earnings power, present
the $29.00 per share price is inadequate and offers
detriment of Cendant's public stockholders.
competing bid for Avis, as the success of any such bid would
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